EXHIBIT 10.2 ------------ EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 28th day of January, 2000 (the "Effective Date"), by and between PENNCORP FINANCIAL GROUP, INC., a Delaware...Employment Agreement • February 11th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • Texas
BETWEENStock Purchase Agreement • January 10th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • New York
This CONSULTING AGREEMENT ("Agreement") is made and entered into as of this --------- 13/th/ day of June, 2000, by and between Southwestern Life Holdings, Inc., a Delaware corporation (the "Company"), and John Sharpe (the "Consultant"). ------- ----------Consulting Agreement • June 20th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • Texas
1 EXHIBIT 10.3 AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • July 13th, 1999 • Penncorp Financial Group Inc /De/ • Life insurance • New York
RECITALS:Stock Purchase Agreement • February 11th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • Texas
AMENDMENT NO. 5Credit Agreement • January 11th, 1999 • Penncorp Financial Group Inc /De/ • Life insurance • New York
PENNCORP FINANCIAL GROUP, INC. EXHIBIT 99 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 25, 1996 By and Between PENNCORP FINANCIAL GROUP, INC. and WASHINGTON NATIONAL CORPORATIONAgreement and Plan of Merger • December 4th, 1996 • Penncorp Financial Group Inc /De/ • Life insurance • Delaware
Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 22nd day of May, 1998 (the "Effective Date"), by and between PENNCORP FINANCIAL GROUP, INC., a Delaware corporation (the...Executive Employment Agreement • August 19th, 1998 • Penncorp Financial Group Inc /De/ • Life insurance • Maryland
WACO CONSENT and WAIVER and AMENDMENTCredit Agreement • April 14th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • New York
Exhibit 10.4 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment No. 3 to Employment Agreement ("Amendment No. 3") is made this 10th day of November, 1998, and effective as of the 21st day of August, 1998, between PennCorp Financial Group, Inc., a...Employment Agreement • November 17th, 1998 • Penncorp Financial Group Inc /De/ • Life insurance • New York
SENIORPenncorp Financial Group Inc /De/ • June 20th, 2000 • Life insurance • New York
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • March 30th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • New York
BETWEENStock Purchase Agreement • January 10th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • New York
Rapoport, John Sharpe ("Sharpe") and the Company are parties to an ------ Amended and Restated Escrow Agreement, dated as of March 22, 2000 (the "Escrow ------ Agreement") pursuant to which (i) Rapoport has deposited $20,000,000 (the ---------...Subscription Agreement • June 20th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • Delaware
1 EXHIBIT 99.2 AMENDED AND RESTATED ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT, dated as of January 2, 1998 ("Amended Assignment Agreement") is by and between PennCorp Financial Group, Inc., a Delaware corporation ("PennCorp"), David J. Stone, an...Assignment Agreement • January 13th, 1998 • Penncorp Financial Group Inc /De/ • Life insurance • New York
AMENDMENT NO. 11Credit Agreement • April 14th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance
EXHIBIT 10.9 STOCK OPTION AGREEMENT This OPTION AGREEMENT (this "Agreement") is made and entered into on this 13th day of June, 2000, by and between Southwestern Life Holdings, Inc., a Delaware corporation (the "Company"), and John T. Sharpe (the...Stock Option Agreement • June 20th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • Texas
AMONGPurchase Agreement • April 5th, 1999 • Penncorp Financial Group Inc /De/ • Life insurance • New York
AMENDMENT NO. 7 Dated as of April 30, 1999Credit Agreement • August 16th, 1999 • Penncorp Financial Group Inc /De/ • Life insurance
1 EXHIBIT 10.14 AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT Amendment Number One ("Amendment No. 1"), made and entered into as of the 28th day of April, 1997 by and between PennCorp Financial Group, Inc., a Delaware corporation (together with its...Employment Agreement • July 1st, 1997 • Penncorp Financial Group Inc /De/ • Life insurance
EXECUTION COPY FORBEARANCE AGREEMENT Dated as of February 4, 2000 American- Amicable Holdings Corporation ("American-Amicable"), Southwestern Financial Corporation, Southwestern Financial Services Corporation, PennCorp Occidental Corp., KB Investment...Forbearance Agreement • February 29th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance
1 EXHIBIT 10.19 REGISTRATION RIGHTS AGREEMENT Dated as of August 2, 1996 relating to up to 2,875,000 shares of $ 3.50 Series II Convertible Preferred SecuritiesRegistration Rights Agreement • March 27th, 1997 • Penncorp Financial Group Inc /De/ • Life insurance • New York
1 EXHIBIT 10.1 PURCHASE AGREEMENTPurchase Agreement • January 11th, 1999 • Penncorp Financial Group Inc /De/ • Life insurance • New York
FLEET NATIONAL BANK MELLON BANK, N.A. BANK OF MONTREAL CIBC INC. DRESDNER BANK AG, NEW YORK BRANCH & GRAND CAYMAN BRANCH as Co-Agents -and-Credit Agreement • April 30th, 1997 • Penncorp Financial Group Inc /De/ • Life insurance • New York
BY AND AMONGAgreement and Plan of Merger • April 27th, 2001 • Southwestern Life Holdings Inc • Life insurance • Delaware
EXHIBIT 10.6 ------------ EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 28th day of January, 2000 (the "Effective Date"), by and between PENNCORP FINANCIAL GROUP, INC., a Delaware...Executive Employment Agreement • February 11th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • Maryland
THIS REGISTRATION AGREEMENT, dated as of June 13, 2000 (this "Agreement"), is made by and among Southwestern Life Holdings, Inc. (f/k/a --------- PennCorp Financial Group, Inc.), a Delaware corporation, (the "Company"), ------- Inverness/Phoenix...Registration Agreement • June 20th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • Delaware
RECITALSFirst Amendment • April 9th, 2001 • Southwestern Life Holdings Inc • Life insurance • New York
EXHIBIT 10.18 Executive Retention Agreement THIS AGREEMENT is entered into this 24th day of November, 1997 ("Effective Date"), by and between PENNCORP FINANCIAL GROUP, INC., a Delaware corporation ("Company") and Charles Lubochinski ("Executive"). A....Retention Agreement • March 31st, 1998 • Penncorp Financial Group Inc /De/ • Life insurance • Delaware
EXHIBIT 10.17 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 to Employment Agreement ("Amendment No. 2") is entered into as the 5th day of January, 1998, between PennCorp Financial Group, Inc., a Delaware corporation (together with its...Employment Agreement • March 31st, 1998 • Penncorp Financial Group Inc /De/ • Life insurance • New York
RECITALSSecond Amendment • April 9th, 2001 • Southwestern Life Holdings Inc • Life insurance • New York
10% Discount Note Due 2021Penncorp Financial Group Inc /De/ • March 27th, 1997 • Life insurance • New York
ARTICLE IEmployment Agreement • June 20th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • Texas
AGREEMENTAgreement • March 30th, 2000 • Penncorp Financial Group Inc /De/ • Life insurance • New York
AMENDMENT NO. 8 Dated as of May 14, 1999Credit Agreement • August 16th, 1999 • Penncorp Financial Group Inc /De/ • Life insurance
